MHR.lt Terms of Service

1. Provider and scope

The Service is provided by MB “MHR Solutions”, company code 307156791, VAT number LT100020611218, registered office Draugystės g. 8A, LT-68261 Marijampolė, Lithuania, email info@mhr.lt (“MHR”).

MHR.lt is a cloud-based warehouse, inventory, order and related process management system (the “Service”). These Terms apply to legal entities and persons acting for business or professional purposes and are not consumer terms for personal use.

2. Contract formation and authority

A contract is formed when an authorised representative accepts these Terms and the DPA electronically on behalf of the Customer, accepts an MHR proposal or order incorporating them by reference, or otherwise clearly confirms the order electronically.

The person accepting on behalf of the Customer confirms authority to bind the Customer. MHR records the document versions, acceptance time, company and accepting-user identifiers, and technical audit information to the extent reasonably necessary to form and evidence the contract.

These Terms, the DPA, the selected plan or individually accepted commercial offer and expressly incorporated schedules form the agreement. The DPA prevails on personal-data processing matters. Individually agreed written terms prevail only for matters expressly addressed by them.

3. Accounts and access

The Customer is responsible for administration of its users, granting and revoking appropriate access, protecting credentials and activities performed through Customer accounts, except where unauthorised activity results from an MHR security breach.

The Customer must promptly inform MHR of known or suspected unauthorised access. MHR may temporarily restrict access where reasonably necessary to protect the Service, Customer, other customers or third parties from a security risk.

4. Right to use and prohibited activities

During the agreement MHR grants the Customer a limited, non-exclusive and non-transferable right to use the Service for internal business purposes according to the selected plan.

The Customer must not unlawfully access other customers' or MHR data, bypass authentication or security controls, distribute malicious code, unreasonably disrupt the Service, use it for unlawful activity, or attempt to recover source code except where mandatory law expressly permits this.

5. Customer Data and ownership

“Customer Data” means all data, documents, files, settings and information submitted, imported, created or processed by the Customer or its users through the Service. All rights in Customer Data remain with the Customer or its lawful owner.

The Customer grants MHR only the limited rights necessary to provide the Service, follow Customer instructions, provide support, protect security, maintain backups and comply with law. MHR does not sell Customer Data and does not use confidential Customer business data for independent advertising or data-broker purposes.

MHR may use irreversibly anonymised and aggregated information for Service security, operation and improvement where the Customer or an individual cannot reasonably be identified.

6. Confidentiality

Confidential Information means non-public information that should reasonably be understood as confidential by its nature or circumstances of disclosure. Customer Confidential Information always includes Customer Data, inventory and warehouse data, prices, supplier and customer information, invoices, orders, documents, integration information and other non-public business data. MHR Confidential Information includes non-public source code, architecture, security information, commercial terms and business processes.

Each party uses Confidential Information only to perform the agreement, protects it with reasonable safeguards and discloses it only to employees, contractors and service providers who need it and are subject to appropriate confidentiality obligations.

The obligation does not apply to information lawfully public, lawfully known before disclosure, lawfully received from a third party or independently developed without the other party's Confidential Information. Where disclosure is legally required, only the necessary information is disclosed and the other party is informed where legally permitted.

Confidentiality applies during the agreement and for five years afterwards; for trade secrets and Customer Data it continues for as long as the information lawfully remains confidential. This section is intended to serve as the parties' mutual NDA for the standard Service unless they specifically agree otherwise in writing.

7. Personal data and DPA

Where MHR processes personal data on the Customer's behalf, the Customer is the controller and MHR is the processor. The MHR.lt Data Processing Agreement (DPA) is binding and forms an integral part of these Terms.

Where MHR processes personal data for its own purposes, such as account administration, billing, security, legal compliance or website analytics, MHR acts as an independent controller under the Privacy Policy.

8. Information security and backups

MHR applies risk-appropriate technical and organisational measures to protect Customer Data against unlawful or accidental loss, destruction, alteration, disclosure or access. The principal measures are described in the DPA.

MHR uses backups and recovery procedures for business continuity. No internet system can guarantee absolute security, but this does not limit MHR's obligation to apply safeguards appropriate to applicable law and risk.

9. Third-party services and integrations

MHR may use infrastructure, email and other providers to deliver the Service. Where they process Customer personal data for MHR, the DPA subprocessor rules apply.

Customer-selected external integrations, such as e-commerce, carrier or other third-party systems, may have their own terms and privacy rules. The Customer is responsible for its decision to connect them; MHR remains responsible for MHR's integration components and transfers controlled by MHR.

10. Availability, maintenance and changes

MHR aims to provide a reliable Service but, unless an SLA is expressly stated in a plan or order, does not guarantee 100% uninterrupted availability. MHR may perform scheduled and emergency maintenance.

MHR may improve and modify the Service. Where reasonably possible, MHR will give advance notice of changes that materially reduce core paid functionality or materially change Customer contractual rights. Security, legal-compliance or abuse-prevention changes may be implemented immediately where necessary.

11. Fees and payment

The commercial terms of the selected plan, individual proposal or order apply. Unless stated otherwise, prices exclude VAT and the payment due date is stated on the invoice. MHR may suspend a paid Service after reasonable notice if payment is overdue.

Standard Service fees and individually commissioned implementation or development work are agreed before ordering. MHR does not charge a standard fee for data export or switching assistance that applicable law requires MHR to provide. Additional bespoke programming, transformation or migration work beyond statutory switching obligations may be charged only after scope and price are agreed.

No early termination penalty applies unless expressly stated in the Customer's individual order and permitted by applicable law.

12. Intellectual property

MHR and its licensors retain all rights in the Service, software code, design, documentation, trademarks and other MHR intellectual property. Customer rights in Customer Data are governed by section 5.

MHR may use general Customer feedback to improve the Service provided this does not disclose Customer Confidential Information.

13. Term, suspension and termination

The agreement continues while the Customer's subscription or order remains active or the Customer otherwise lawfully uses the Service. The Customer may terminate according to the applicable plan or individual order and the exit process in section 14.

MHR may suspend or terminate the Service if the Customer materially breaches the Terms and fails to cure within a reasonable period after notice, fails to pay, uses the Service unlawfully or creates a material security risk. Immediate suspension may be used for critical security or unlawful-activity risks.

Suspension does not by itself delete company data.

14. Data export and service switching

The Customer may obtain its exportable data and, where applicable, switch to another data processing service or on-premises infrastructure in accordance with Regulation (EU) 2023/2854 (Data Act).

The maximum notice period to initiate switching will not exceed two months. The standard transitional period after that notice period will not exceed 30 calendar days. If 30 days is technically unfeasible for objective reasons, MHR will provide the explanation and alternative period within the timeframe and limits permitted by applicable law. The Customer may also exercise any Data Act right to request a longer transition period.

During switching MHR provides reasonable assistance, seeks to maintain service continuity and maintains appropriate data security. After the agreed transition period the Customer receives at least 30 calendar days to retrieve data. Following successful switching and expiry of the retrieval period, exportable Customer Data is erased except data that must lawfully be retained and data temporarily remaining in protected backups.

The exhaustive categories of portable and excluded data, standard formats, infrastructure jurisdiction and other Data Act information are maintained on the Data Portability and Infrastructure Information page, incorporated into this agreement by reference.

15. Retention after termination

Unless the Customer validly requests earlier deletion, after termination MHR retains Customer Data only as necessary for export, closing the agreement, legal obligations or dispute resolution. Personal-data details and exceptions are further governed by the DPA and Privacy Policy.

Deleted data may remain for a limited period in protected backups until overwritten under MHR's backup cycle and is not used for ordinary business operations.

16. Warranties and Customer responsibility

MHR provides the Service professionally and with reasonable care consistent with normal standards for this type of SaaS service. MHR does not warrant that the Service will always be entirely error-free or free from temporary interruptions.

The Customer is responsible for having lawful rights to submit and process its data, for the legality and reasonable accuracy of that data, and for its own business decisions made using the Service.

17. Limitation of liability

To the extent permitted by applicable law, neither party is liable for indirect or consequential losses, lost profits or lost business opportunities that were not reasonably foreseeable when the agreement was entered into.

To the extent permitted by applicable law, MHR's total contractual liability arising from the Service will not exceed the amount actually paid by the Customer to MHR for the Service during the 12 months preceding the event giving rise to liability.

These limitations do not apply to the extent liability cannot lawfully be limited, including liability for intent or gross negligence and mandatory rights of data subjects or supervisory authorities under data-protection law.

18. Force majeure

A party is not liable for failure to perform to the extent caused by circumstances outside its reasonable control, provided it takes reasonable steps to mitigate the effects. Payment obligations for services already supplied are not extinguished by this section.

19. Changes to these Terms

MHR may update these Terms due to changes in law, security, the Service or business model. MHR will normally provide at least 30 days' advance notice of material changes that significantly reduce Customer rights or increase Customer obligations. MHR may require renewed electronic acceptance for material changes.

Urgent changes necessary for legal compliance, cybersecurity or abuse prevention may take effect sooner to the extent necessary.

20. Notices

Contractual notices may be sent to the email address associated with the Customer account or displayed in the Service. The Customer is responsible for keeping contact information current. Notices to MHR may be sent to info@mhr.lt.

21. Governing law and disputes

The agreement is governed by the laws of the Republic of Lithuania together with directly applicable European Union law. The parties will first seek to resolve disputes in good faith through negotiation. If no resolution is reached, disputes are determined by the competent courts of the Republic of Lithuania under applicable jurisdiction rules unless the parties specifically agree otherwise in writing.

22. Final provisions

If a provision is invalid or unenforceable, the remainder of the agreement remains effective. Failure to exercise a right does not waive it.

The Customer may not assign the agreement without MHR consent except in a reorganisation, merger or transfer of the relevant business where the successor assumes the obligations. MHR may assign the agreement to a lawful successor to the business or Service provided Customer rights are not unreasonably reduced.

If the Lithuanian and English versions differ, the Lithuanian version prevails for relationships contracted in Lithuania unless expressly agreed otherwise in writing with the Customer.